EXHIBIT 10.7


THIS SECURED DEBENTURE, AND THE SECURITIES INTO WHICH IT IS
CONVERTIBLE (COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED
WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE.  THE SECURITIES ARE BEING OFFERED
PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").
THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS
THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D
OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR
OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT
SUCH EXEMPTIONS ARE AVAILABLE.  FURTHER HEDGING TRANSACTIONS INVOLVING
THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.

SECURED DEBENTURE
MAXIMUM DYNAMICS INC.
5% Secured Convertible Debenture
Due April ___, 2007

No.  ___
$

This Secured Debenture is issued by Maximum Dynamics Inc., a
Colorado corporation (the "Company"), to ____________________________
(together with its permitted successors and assigns, the "Holder")
pursuant to exemptions from registration under the Securities Act of
1933, as amended.

ARTICLE I.

Section 1.01	Principal and Interest.  For value received, on
April ___, 2007, the Company hereby promises to pay to the order of
the Holder in lawful money of the United States of America and in
immediately available funds the principal sum of _________________
Dollars (US $____________), together with interest on the unpaid
principal of this Debenture at the rate of five percent (5%) per year
(computed on the basis of a 365-day year and the actual days elapsed)
from the date of this Debenture until paid.  At the Company's option,
the entire principal amount and all accrued interest shall be either
(a) paid to the Holder on the third (3rd) year anniversary from the
date hereof or (b) converted in accordance with Section 1.02 herein


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provided, however, that in no event shall the Holder be entitled to
convert this Debenture for a number of shares of Common Stock in
excess of that number of shares of Common Stock which, upon giving
effect to such conversion, would cause the aggregate number of shares
of Common Stock beneficially owned by the Holder and its affiliates to
exceed 4.99% of the outstanding shares of the Common Stock following
such conversion.

Section 1.02	Optional Conversion.  The Holder is entitled, at
its option, to convert, and sell on the same day, at any time and from
time to time, until payment in full of this Debenture, up to One
Hundred Thousand Dollars ($100,000) in any thirty (30) day period of
the principal amount of the Debenture, plus accrued interest, into
shares (the "Conversion Shares") of the Company's common stock, no par
value per share ("Common Stock"), at the price per share (the
"Conversion Price") equal to the lesser of (a) an amount equal to one
hundred twenty percent (120%) of the closing bid price of the Common
Stock as listed on a Principal Market (as defined herein), as quoted
by Bloomberg L.P. (the "Closing Bid Price") as of the date hereof, or
(b) an amount equal to eighty percent (80%) of the lowest closing bid
price of the Company's Common Stock, as quoted by Bloomberg, LP (the
"Closing Bid Price"), for the five (5) trading days immediately
preceding the Conversion Date (as defined herein).  Subparagraphs (a)
and (b) above are individually referred to as a "Conversion Price".
As used herein, "Principal Market" shall mean The National Association
of Securities Dealers Inc.'s Over-The-Counter Bulletin Board, Nasdaq
SmallCap Market, or American Stock Exchange.  If the Common Stock is
not traded on a Principal Market, the Closing Bid Price shall mean,
the reported Closing Bid Price for the Common Stock, as furnished by
the National Association of Securities Dealers, Inc., for the
applicable periods.  No fraction of shares or scrip representing
fractions of shares will be issued on conversion, but the number of
shares issuable shall be rounded to the nearest whole share.  To
convert this Debenture, the Holder hereof shall deliver written notice
thereof, substantially in the form of Exhibit "A" to this Debenture,
with appropriate insertions (the "Conversion Notice"), to the Company
at its address as set forth herein.  The date upon which the
conversion shall be effective (the "Conversion Date") shall be deemed
to be the date set forth in the Conversion Notice.

Section 1.03	Reservation of Common Stock.  The Company shall
reserve and keep available out of its authorized but unissued shares
of Common Stock, solely for the purpose of effecting the conversion of
this Debenture, such number of shares of Common Stock as shall from
time to time be sufficient to effect such conversion, based upon the
Conversion Price.  If at any time the Company does not have a
sufficient number of Conversion Shares authorized and available, then
the Company shall call and hold a special meeting of its stockholders
within sixty (60) days of that time for the sole purpose of increasing
the number of authorized shares of Common Stock.  Management of the
Company shall vote all of its shares in favor of increasing the
authorized Common Stock.

Section 1.04	Right of Redemption.  The Company at its option
shall have the right to redeem, with three (3) business days advance
written notice (the "Redemption Notice"), a portion or all outstanding
convertible debenture.  The redemption price shall be one hundred
twenty percent (120%) of the amount redeemed plus accrued interest.

In the event the Company exercises a redemption of either all or
a portion the Convertible Debenture, the Holder shall receive a
warrant to purchase fifty thousand (50,000) shares of the Company's
Common Stock for every One Hundred Thousand Dollars ($100,000)

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redeemed, pro rata.  (the "Warrant")  The Warrant shall be exercisable
on a "cash basis" and have an exercise price of one hundred twenty
percent (120%) of the Closing Bid Price of the Company's Common Stock
on the Closing Date.  The Warrant shall have "piggy-back" and demand
registration rights and shall survive for two (2) years from the
Closing Date.

Section 1.05	Registration Rights.  The Company is obligated to
register the resale of the Conversion Shares under the Securities Act
of 1933, as amended, pursuant to the terms of a Registration Rights
Agreement, between the Company and the Holder of even date herewith
(the "Investor Registration Rights Agreement").

Section 1.06	Interest Payments.  The interest so payable will
be paid at the time of maturity or conversion to the person in whose
name this Debenture is registered.  At the time such interest is
payable, the Holder, in its sole discretion, may elect to receive the
interest in cash (via wire transfer or certified funds) or in the form
of Common Stock.  In the event of default, as described in Article III
Section 3.01 hereunder, the Holder may elect that the interest be paid
in cash (via wire transfer or certified funds) or in the form of
Common Stock.  If paid in the form of Common Stock, the amount of
stock to be issued will be calculated as follows: the value of the
stock shall be the Closing Bid Price on:  (i) the date the interest
payment is due; or (ii) if the interest payment is not made when due,
the date the interest payment is made.  A number of shares of Common
Stock with a value equal to the amount of interest due shall be
issued.  No fractional shares will be issued; therefore, in the event
that the value of the Common Stock per share does not equal the total
interest due, the Company will pay the balance in cash.

Section 1.07	Paying Agent and Registrar.  Initially, the
Company will act as paying agent and registrar.  The Company may
change any paying agent, registrar, or Company-registrar by giving the
Holder not less than ten (10) business days' written notice of its
election to do so, specifying the name, address, telephone number and
facsimile number of the paying agent or registrar.  The Company may
act in any such capacity.

Section 1.08	Secured Nature of Debenture.  This Debenture is
secured by all of the assets and property of the Company as set forth
on Exhibit A to the Security Agreement dated the date hereof between
the Company and the Holder (the "Security Agreement").  As set forth
in the Security Agreement, Holder's security interest shall terminate
upon the occurrence of an Expiration Event as defined in the Security
Agreement.

ARTICLE II.

Section 2.01	Amendments and Waiver of Default.  The Debenture
may not be amended without the consent of the Holder.  Notwithstanding
the above, without the consent of the Holder, the Debenture may be
amended to cure any ambiguity, defect or inconsistency, to provide for
assumption of the Company obligations to the Holder or to make any
change that does not adversely affect the rights of the Holder.

ARTICLE III.

Section 3.01	Events of Default.  An Event of Default is
defined as follows: (a) failure by the Company to pay amounts due
hereunder within fifteen (15) days of the date of maturity of this
Debenture; (b) failure by the Company to comply with the terms of the


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Irrevocable Transfer Agent Instructions attached to the Securities
Purchase Agreement; (c) failure by the Company's transfer agent to
issue freely tradeable Common Stock to the Holder within five (5) days
of the Company's receipt of the attached Notice of Conversion from
Holder; (d) failure by the Company for ten (10) days after notice to
it to comply with any of its other agreements in the Debenture;
(e) events of bankruptcy or insolvency; (f) a breach by the Company of
its obligations under the Securities Purchase Agreement or the
Investor Registration Rights Agreement which is not cured by the
Company within ten (10) days after receipt of written notice thereof.
Upon the occurrence of an Event of Default, the Holder may, in its
sole discretion, accelerate full repayment of all debentures
outstanding and accrued interest thereon or may, notwithstanding any
limitations contained in this Debenture including the restrictions set
forth in Section 1.02 hereof and any restrictions contained in the
Securities Purchase Agreement dated the date hereof between the
Company and Cornell Capital Partners, L.P. (the "Securities Purchase
Agreement"), convert all debentures outstanding and accrued interest
thereon into shares of Common Stock pursuant to Section 1.02 herein.

Section 3.02	Failure to Issue Unrestricted Common Stock. As
indicated in Article III Section 3.01, a breach by the Company of its
obligations under the Investor Registration Rights Agreement shall be
deemed an Event of Default, which if not cured within ten (10) days,
shall entitle the Holder to accelerate full repayment of all
debentures outstanding and accrued interest thereon or,
notwithstanding any limitations contained in this Debenture and/or the
Securities Purchase Agreement, to convert all debentures outstanding
and accrued interest thereon into shares of Common Stock pursuant to
Section 1.02 herein.  The Company acknowledges that failure to honor a
Notice of Conversion shall cause irreparable harm to the Holder.

ARTICLE IV.

Section 4.01	Rights and Terms of Conversion.  This Debenture,
in whole or in part, may be converted at any time following the date
of closing, into shares of Common Stock at a price equal to the
Conversion Price as described in Section 1.02 above.

Section 4.02	Re-issuance of Debenture.  When the Holder elects
to convert a part of the Debenture, then the Company shall reissue a
new Debenture in the same form as this Debenture to reflect the new
principal amount.

Section 4.03	Termination of Conversion Rights.  The Holder's
right to convert the Debenture into the Common Stock in accordance
with paragraph 4.01 shall terminate on the date that is the third (3rd)
year anniversary from the date hereof and this Debenture shall be
automatically converted on that date in accordance with the formula
set forth in Section 4.01 hereof, and the appropriate shares of Common
Stock and amount of interest shall be issued to the Holder.

ARTICLE V.

Section 5.01	Anti-dilution.  In the event that the Company
shall at any time subdivide the outstanding shares of Common Stock, or
shall issue a stock dividend on the outstanding Common Stock, the
Conversion Price in effect immediately prior to such subdivision or
the issuance of such dividend shall be proportionately decreased, and

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in the event that the Company shall at any time combine the
outstanding shares of Common Stock, the Conversion Price in effect
immediately prior to such combination shall be proportionately
increased, effective at the close of business on the date of such
subdivision, dividend or combination as the case may be.

Section 5.02	Consent  of Holder to Sell Capital Stock or Grant
Security Interests.  Except for the Standby Equity Distribution
Agreement dated the date hereof between the Company and Cornell
Capital Partners, LP. so long as any of the principal of or interest
on this Note remains unpaid and unconverted, the Company shall not,
without the prior consent of the Holder, issue or sell (i) any Common
Stock or Preferred Stock without consideration or for a consideration
per share less than its fair market value determined immediately prior
to its issuance, (ii) issue or sell any Preferred Stock, warrant,
option, right, contract, call, or other security or instrument
granting the holder thereof the right to acquire Common Stock without
consideration or for a consideration per share less than such Common
Stock's fair market value determined immediately prior to its
issuance, (iii) enter into any security instrument granting the holder
a security interest in any of the assets of the Company, or (iv) file
any registration statement on Form S-8 - please see Securities
Purchase Agreement.

ARTICLE VI.

Section 6.01	Notice.  Notices regarding this Debenture shall
be sent to the parties at the following addresses, unless a party
notifies the other parties, in writing, of a change of address:

If to the Company, to:

Maximum Dynamics Inc.
2 N. Cascade Avenue - Suite 1100
Colorado Springs, CO 80903
Attention:	Joshua Wolcott
                Secretary and Chief Financial Officer
Telephone:	(303) 733-3484
Facsimile:	(303) 744-7296


With a copy to:

Kirkpatrick & Lockhart LLP
201 South Biscayne Boulevard - Suite 2000
Miami, FL  33131-2399
Attention:	Clayton E. Parker, Esq.
Telephone:	(305) 539-3300
Facsimile:	(305) 358-7095


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If to the Holder:

Cornell Capital Partners, LP
101 Hudson Street, Suite 3606
Jersey City, NJ  07303
Telephone:	(201) 985-8300
Facsimile:	(201) 985-8266

With a copy to:

Butler Gonzalez LLP
1416 Morris Avenue, Suite 207
Union, NJ 07083
Attention:	David Gonzalez, Esq.
Telephone:	(908) 810-8588
Facsimile:	(908) 810-0973



Section 6.02	Governing Law.  This Debenture shall be deemed to
be made under and shall be construed in accordance with the laws of
the State of Colorado without giving effect to the principals of
conflict of laws thereof.  Each of the parties consents to the
jurisdiction of the U.S.  District Court sitting in the District of
the State of New Jersey or the state courts of the State of New Jersey
sitting in Hudson County, New Jersey in connection with any dispute
arising under this Debenture and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non conveniens to the bringing of any such proceeding in such
jurisdictions.

Section 6.03	Severability.  The invalidity of any of the
provisions of this Debenture shall not invalidate or otherwise affect
any of the other provisions of this Debenture, which shall remain in
full force and effect.

Section 6.04	Entire Agreement and Amendments.  This Debenture
represents the entire agreement between the parties hereto with
respect to the subject matter hereof and there are no representations,
warranties or commitments, except as set forth herein.  This Debenture
may be amended only by an instrument in writing executed by the
parties hereto.

Section 6.05	Counterparts.  This Debenture may be executed in
multiple counterparts, each of which shall be an original, but all of
which shall be deemed to constitute on instrument.

IN WITNESS WHEREOF, with the intent to be legally bound hereby,
the Company as executed this Debenture as of the date first written
above.

MAXIMUM DYNAMICS INC.



By:

Name:	Joshua Wolcott

Title:	Secretary and Chief
Financial Officer



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EXHIBIT "A"

NOTICE OF CONVERSION
(To be executed by the Holder in order to Convert the Debenture)

TO:


The undersigned hereby irrevocably elects to convert $
		 of the principal amount of the above Debenture into Shares
of Common Stock of Maximum Dynamics Inc., according to the conditions
stated therein, as of the Conversion Date written below.

Conversion Date:

Applicable Conversion Price:

Signature:

Name:

Address:

Amount to be converted:  $

Amount of Debenture unconverted:  $

Conversion Price per share:  $

Number of shares of Common Stock to be issued:

Please issue the shares
of Common Stock in the
following name and to
the following address:

Issue to:

Authorized Signature:

Name:

Title:

Phone Number:

Broker DTC Participant
Code:

Account Number:


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